Lease Agreement - Young Electric

EXHIBIT 10.95


LEASE AGREEMENT


YOUNG ELECTRIC SIGN COMPANY
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LANDLORD


BIOMUNE SYSTEMS, INC.
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TENANT


2401 Foothill Drive
Salt Lake City, Utah 84109
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PREMISES


STANDARD COMMERCIAL LEASE


THIS LEASE, (the "lease") is made and entered into this 8th day of July, 1996, by and between Young Electric Sign Company, a Utah corporation, hereinafter called "Landlord," and Biomune Systems, Inc., a Nevada corporation, hereinafter called "Tenant."


W I T N E S S E T H:


In consideration of the covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by the parties hereto as follows:


I. DEMISED PREMISES:


1. Landlord hereby leases to Tenant that real property (the "Premises") more fully described on Exhibit "A" attached hereto and incorporated herein by reference for the term and upon the rental herein set forth. The Premises consists of approximately 5,000 square feet of that certain building containing approximately 23,500 square feet, located at 2401 Foothill Drive in Salt Lake City, State of Utah. (See attached Exhibit "A".)


2. Tenant shall have the right to reasonable use of the common and parking areas in conjunction with other tenants of the building.


II. TERM:


1. Length of Term. By this Lease, Landlord leases the Premises unto Tenant for a term of three (3) years beginning on the 1st day of October, 1996, and ending on the 30th day of September, 1999 (the "Lease Term").


2. Delivery of the Premises. If Landlord fails to deliver possession of the Premises ready for occupancy, at the commencement of the Lease Term, for any reason beyond Landlord's control, Landlord shall not be liable for any damage caused thereby, nor shall this Lease become void or voidable, nor shall the Lease Term be extended. In such event no rental shall be payable by Tenant to Landlord for that portion of the Lease Term prior to the time Landlord can deliver possession of the Premises to Tenant ready for occupancy by Tenant. However, in the event the Premises are not completed and ready for occupancy by October 1, 1996, Tenant, at its option, may cancel this Lease by written notice to Landlord, and no damages shall accrue or be claimed by either party as a result of such cancellation or the reasons therefore.


III. TERMS AND CONDITIONS OF LEASE:


This Lease is made on the following terms and conditions, which are expressly agreed to by Landlord and Tenant:


1. RENT: Tenant agrees to pay as rental to Landlord, at the address specified in item 27 below, or at such other place as Landlord may from time to time designate in writing, the sum of (see below in this paragraph) to be lawful money of the United States, due and payable on the first day of each month, in advance, and according to these additional terms:


$7,500 per month, beginning October 1, 1996 and ending September 30,
1997;


$7,875 per month, beginning October 1,1997 and ending September 30,
1998; and


$8,268.75 per month, beginning October 1, 1998 and ending September
30, 1999.


A. LATE CHARGES: In the event Tenant fails to make any payments of rent to Landlord under this Lease on the due date or within ten (l0) days thereafter, a late charge of two percent (2%) per month of the delinquent rent shall be added to said rent and paid to Landlord together therewith.


B. DEPOSIT: Tenant shall pay a $10,000, fully refundable security depositas a condition of this Lease Agreement.


2. AUTHORIZED USE: Tenant shall use the Premises for the following purpose, and for no other purpose whatsoever, without the express written consent of Landlord, which consent shall not unreasonably be withheld: Typical office and lab use.


A. WASTE: Tenant shall not commit or permit any waste of the Premises or use the same for any unlawful purpose. Tenant will comply with all material laws, ordinances, regulations and rules pertinent to the use of and disposal of hazardous wastes and all other applicable federal, state and local laws, ordinances and regulations relating to the Premises and its use and operation.


3. CONDITION OF THE PREMISES: Tenant accepts the Premises in the condition existing at the time Tenant takes possession. Tenant agrees that if, during the Lease Term, Tenant changes the usual method of conducting its business on the Premises, or installs thereon or therein any new facilities, Tenant will, at the sole cost and expense of Tenant, make whatever alterations or improvements in or to the Premises as may be required by reason of any federal or state law, or by any municipal ordinance or applicable regulation.


4. INSURANCE:


A. Fire Insurance on Tenant's Fixtures. At all times during the Lease Term, Tenant shall keep in force at its sole cost and expense, fire insurance and extended coverage with companies reasonably acceptable to Landlord, equal to the replacement cost of Tenant's improvements, trade fixtures, furnishings, equipment, and contents upon the Premises, and naming Landlord as an additional insured. The insurance company must be approved by Landlord in writing, which approval shall not unreasonably be denied, and a copy of the policy or a certificate of insurance shall be delivered to Landlord.


B. Liability Insurance. Tenant, at its sole expense, shall, during the Lease Term, keep in full force and affect a policy of public liability and property damage insurance with respect to the Premises, the business operated by Tenant, on the Premises, and any subtenants, concessionaires, or licensees of Tenant at or operating on the Premises, with coverage of not less than $500,000 per person and $l,000,000 per occurrence and with limits of property damage liability coverage of not less than $l00,000 per accident or occurrence. The insurance policy shall name Landlord, any person, firms, or corporations designated by Landlord, and Tenant as insured. The insurance policy shall be with an insurance company approved by Landlord, in writing, which approval shall not unreasonably be denied, and a copy of the policy or a certificate of insurance shall be delivered to Landlord.


5. REPAIR AND CARE OF THE PREMISES AND IMPROVEMENTS:


A. Tenant agrees to keep the interior of the Premises and the improvements on the Premises in good condition, ordinary wear, tear, and damage by the elements excluded.


6. REPAIR OF BUILDING BY LANDLORD: Landlord agrees for the term of this Lease Term, to maintain in good condition and repair the exterior walls, floor joists, roof, and foundations of the Premises, and to commence repairs to the plumbing, electrical, heating and air conditioning systems as well as any repairs necessitated by any damage that might result from acts of Landlord or Landlord's representatives. Landlord shall not, however, be obligated to repair any such damage until written notice of the need of repair has been given to Landlord by Tenant and, after such notice is so given, Landlord shall have a reasonable time (not to exceed ten (10) days) in which to make such repairs. Additionally, Landlord will employ at its sole cost a nightly (five times a week) janitorial firm to clean and maintain the premises. Landlord will also be responsible for the care and condition of all common areas inside and outside of the building in which the Premises is a part.


7. ALTERATIONS OF BUILDING AND INSTALLATION OF FIXTURES AND OTHER APPURTENANCES: Tenant may, with written consent of Landlord, which consent shall not be unreasonably withheld or delayed, but at Tenant's sole cost and expense, in a good and workmanlike manner make such alterations and repairs to the Premises as Tenant may require for the conduct of its business without, however, materially altering the basic character of the building or improvements on the Premises. Tenant shall be allowed to reconfigure all tenant owned furniture and items of personal property. Tenant shall have the right, with the written permission of Landlord, to erect, at Tenant's sole cost and expense, such temporary partitions, including office partitions, as may be necessary to facilitate the handling of Tenant's business, and to install telephone and telephone equipment and wiring and other trade appliances. Any permanent alterations or improvements to the Premises, shall, at the option of Landlord, become the property of Landlord, at the expiration or sooner termination of this Lease. Should Landlord request Tenant to remove all or any part of the above mentioned items, Tenant shall do so prior to the expiration of this Lease and repair the Premises as described below. Temporary shelves, bins, and machinery installed by Tenant shall remain the property of Tenant and may be removed by Tenant at any time. At the expiration or sooner termination of this Lease, or any extension hereof, Tenant shall remove said shelves, bins and machinery and repair, in a good and workmanlike manner, any damage occasioned by such removal.


8. ERECTION AND REMOVAL OF SIGNS: Tenant may, if building policy permits, place suitable signs on the Premises for the purpose of indicating the nature of the business carried on by Tenant in the Premises; provided, however, that such signs shall be in keeping with other signs in the district where the Premises are located; and provided, further, that such signs and their proposed locations shall be approved by Landlord prior to their erection, which approval shall not unreasonably be denied. Signs shall be removed prior to the expiration of the Lease Term ...